DEERFIELD, Ill. — Walgreen Co. took another step toward its merger with Alliance Boots GmbH by registering securities to be issued for their planned holding company, Walgreens Boots Alliance Inc.
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Walgreens on Tuesday filed an S-4 registration statement with the Securities and Exchange Commission containing a preliminary proxy statement/prospectus for its acquisition of the remaining 55% of Alliance Boots and the reorganization of Walgreens into a holding company structure.
The filing also informs shareholders that a special meeting will be held in which they will vote on whether Walgreens should complete the purchase of the rest of Alliance Boots and proceed with the reorganization into the Walgreens Boots Alliance holding company. No date was given for the meeting.
Walgreens and Alliance Boots unveiled the plan to form Walgreens Boots Alliance early last month. The holding company will have four divisions: Walgreen Co.; the Boots pharmacy, health and beauty chain; Pharmaceutical Wholesale and International Retail; and Global Brands. The combined company also is setting up a cross-divisional global pharmacy market access group.
The landmark Walgreens-Alliance Boots partnership was announced in June 2012. The two-step agreement called for Walgreens to acquire a 45% equity interest in Alliance Boots for $6.7 billion in cash and stock, a transaction that was completed in August 2012, and then to have the option to buy the remaining 55% of the company in about three years for $9.5 billion in cash and stock.
Walgreens has said it expects to close step two of the transaction in the first quarter of calendar 2015. Under the terms of the revised agreement, the period during which Walgreens can to exercise its option to acquire the rest of Alliance Boots, for about $5.29 billion and approximately 144.3 million shares of Walgreens common stock, has been moved up to begin on Aug. 5, 2014, and end on Feb. 5, 2015. Walgreens exercised the option through an affiliate on Aug. 5.
The S-4 statement said the Walgreens Boots Alliance is expected to have its headquarters in the Chicago area, Walgreens’ operations are expected to remain based in Deerfield, Ill., and Walgreen Co. will remain an Illinois corporation. Alliance Boots’ operations also are
expected to remain at their current locations in the U.K., according to the filing. Boots’ operations are currently based in Nottingham, U.K.
As announced in August, the combined enterprise is slated to be led by senior management from both companies, with Walgreens president, chief executive officer and board member Greg Wasson to serve as president and CEO of Walgreens Boots Alliance. Stefano Pessina, executive chairman of Alliance Boots, will become executive vice chairman of the combined company. Pessina also will serve as chairman of a new strategy committee of the board of directors. Current Walgreens chairman Jim Skinner will be nonexecutive chairman of the board for the combined company.
